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HomeMy WebLinkAboutContract 45635 (2)Docu3ign Envelope ID: 7431309A1-F1 E4-4971-B168-F8E70CDE572A CITY SEC....A,. • CONTRACT NO. �0°iti SUNGARD PUBLIC SECTOR INC. SUPPORT SERVICES AGREEMENT NT CONTRACT NO. FTWO-130472 This SunGard Public Sector Inc. Support Services Agreement ("Agreement") is entered into by and between SuiuGard Public Sector Inc. ("SunGard Public Sector" or "Contractor"), a Florida Corporation, with its principal place of business at: 1000 Business Center Drive, Lake Maly, Florida 32746; and City of Fort Worth ("Customer" or "City"), with its principal place of business at 1000 Throckniorton Street Fort Worth, TX 76102 Schedule of Licensed Programs Covered Under this Agreement Retrofit Modification Option CIS Voice Response interface DVS - Document Management Services Click2Gov Core Module Embedded Click2Gov Customer Information System QRep Administrator QRep End User QRep Catalogs for CR, LX, WF, CX NAVI - Customer Information Systems NAVI-DW1/1S - Document Management Services NAVI - WorkOrders/Fac Mgrnt. Naviline-Land/Parcel Management Seleclron Credit Card Payment VF - CIS NAVI - Cash Receipts OnePoint Point of Sale Total: Support Services Fee for Initial Term October 1, 2013 - September 30, 2014 3,300.00 1,739.71 1,676.06 5,627.54 331.00 4,303.01 1,315.39 59,823.00 1,076.71 17,497.90 647.09 5,993.52 1,739.71 105,070.64 2, TERIVL The Term of this Agreement shall be from October 1, 2013 to September 30, 2014 ("Initial Term"). This Agreement can be renewed for successive one (1) year terms by payment of the then -current annual Support Services Fee. SunGard Public Sector will invoice Customer when the Support Services Fees are due. 3. SUPPORT SERVICES. For so long as Customer has purchased Support Services and is current in its payments to SunGard Public Sector, Customer shall be entitled to receive, and SunGard Public Sector agrees to provide, the following services which are hereinafter referred to as "Support Services" for the Licensed Programs listed in Paragraph 1 hereof: 3.1 Program Fix Service. Customer shall promptly report to SunGard Public Sector any errors or defects in the Licensed Program's which prevents the Licensed Programs from operating substantially in accordance with their documentation and shall further provide such information as may be required by SunGard Public Sector to replicate such errors or defects. Customer agrees to provide dial -in access to Customer's computer in order for SunGard Public Sector to investigate reported errors or defects. SunGard Public Sector will address any such replicable errors or defects with an effort commensurate with their severity and will deliver to Customer a remedial release or workaround as it becomes available. 1ti the event the problem Customer reported as an error or defect was in fact not in the Licensed Programs, then Customer shall pay SunGard Public Sector, at SunGard Public Sector's then current list price therefor, for time spent as a result of Customer's report. SunGard Public Sector Inc. and City of Fort Worth Support Services Agreement Page 1 of 7 Execution Copy 5/19/14 RECE-i 'j 2 7 2014 DocuSign Envelope ID: 743B09A1-FIE4-4971-B168-F8E70CDE572A 3.2 Software Upgrades and Updates. Customer shall receive, at no additional cost, upgrades and updates to the Licensed Programs which are generally made available at no cost by SunGard Public Sector to customers who have purchased Support Services. Customer shall receive one original of any upgrade or update to the Licensed Programs delivered hereunder in electronic form or on media, according to the general form of distribution implemented by SunGard Public Sector. Customer agrees that any upgrades or updates provided by SunGard Public Sector shall be held by Customer upon all of the terms and shall be subject to all of the conditions contained in the license agreement granting Customer the right to use the Licensed Programs. 3.3 Telephone Support. SunGard Public Sector shall make available a toll free telephone support line, twenty-four (24) hours a day, seven (7) days per week, for use by Customer's representatives who shall have received training on the Licensed Programs and who shall be relatively proficient in the operation of the Licensed Programs. 3.4 Exclusions. Support Services do not include on -site services nor Licensed Programs that are not at the latest release level or the level immediately prior to the latest release, or for which Customer has not installed all distributed corrective code, or Licensed Progiams that have been modified or customized, or that have been damaged by negligence, misuse, use with Inappropriate software or equipment or by other external causes, 4. SUPPORT SERVICES FEES. 4.1 Support Services Fees for the Initial Term hereof are as provided in Paragraph 1, and are due and payable upon execution of this Agreement 4,2 Support Set vices Fees for Renewal Terms are due and payable prior to the first day of the Renewal Term, and are subject to change upon each renewal date. 4.3 Support Services Fees stated herein do not include sales (or equivalent) taxes. Taxes due, if any, will be added to Customer's invoice 4.4 Support Services Fees are not refiindable in whole or in part, except in the event of Customer's termination for cause as provided in Paragraph 9.3 hereof. MODIFICATION MAINTENANCE SERVICES. For so long as Customer has purchased Modification Maintenance Services and is current in its payments to SunGaid Public Sector under this Agreement, Customer shall be entitled to receive, and SunGard Public Sector agrees to provide, the following secs ice: 5.1 Modified Program Compatibility. For each non Licensed Program in library HTEMOD that was written by SunGard Public Sector or any Licensed Program that has had custom modifications performed by SunGard Public Sector at the customer s request, SunGard Public Sector will perform all necessary programming to ensure that the program is compatible with each new software release, version, or Program Temporary Fix made available by SunGard Public Sector. iMODIFICATION MAINTENANCE FEES. 6.1 Modification ivlaintenance Fees are determined on an annual basis. This determination is based upon the number of modified programs prior to each renewal period multiplied by the then current rate charged per program. 6.2 Modification Ivlaintenance Fees are not refrnidable in whole or in part. WARRANTIES AND REMEDIES. SunGard Public Sector warrants that the Support Services provided under this Agreement shall be performed professionally, in a workmanlike manner and by employees with appropriate skills and expertise. Except as provided in this paragraph, CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, IN THE EVENT SUNGARD PUBLIC SECTOR BREACHES THIS WARRANTY, IS TO TERMINATE THIS AGREEMENT PURSUANT TO THE TERMS OF PARAGRAPH 9 BELOW LIMITATION OF LIABILITY. SunGard Public Sector's liability to Customer for any losses or damages, whether direct or indirect, arising out of this Agreement, shall not exceed the Support Services Fees paid for the Initial Term or Renev.al 'Perm then in effect unless such loss or damage is due to the gross negligence or intentional misconduct of SunGard Public Sector. hi no event shall SunGard Public Sector be liable for any indirect, special, or consequential damages, or economic loss in connection with or arising out of, this Agreement. 9. TERMINATION. This Agreement may be terminated as follows: 9.1 Upon Customer's failure to renew this Agreement at the expiration of the Initial Term or any Renewal Term, SunGard Public Sector Inc. and City ofFort Worth Support Services Agreement Execution Copy 5/19/14 Page 2of7 DocuSign Envelope ID: 7431309A1-F1E4-4971-B168-F8E7ocDE572A 9.2 By SunGard Public Sector, if Customer fails to pay Support Services Fees on or before the due date, then this Agreement shall terminate if non-payment continues for more than ten (10) days after receipt of notice in writing from SunGard Public Sector to Customer of such non-payment setting forth the sum then due and how such sum was determined. 9.3 Except as provided in Paragraph 9.2 hereof, by the non -breaching party, in the event this Agreement is breached by a party and that party fails to cure the breach within thirty (30) days after having been given written notice thereof, 9.4 Customer believes that sufficient funds can be obtained to pay all amounts due SunGard Public Sector throughout the term of this Agreement anc( hereby covenants and agrees that it will make approptilte requests for budget appropriations for the fiscal years ui amounts as specified herein. Customer fttrther agrees that said funds, once appropriated, will be maintained and expended for the expressed purpose of acquiring from SunGard Public Sector the services set forth herein. In the event no funds or insufficient funds are appropriated, not budgeted or not otherwise legally available in any fiscal period for any payments due hereunder, Customer will notify SunGard Public Sector of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Customer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which finds have been appropriated 9,5 If Customer terminates this Agreement and subsequently desires to reinstate Support Services, SunGard Public Sector's then -current policy with regard to reinstatement shall apply 10. GENERAL TERMS. Choice of Law/Dispute Resolution, This Agreeinent shall be governed by laws of the State of Texas. Prior to either patty commencing any legal action under this Agreement the parties agree to try in good faith to settle any dispute amicably between them. If a dispute has not been settled after forty-five (45) days of good -faith negotiations, then either party may commence legal action against the other, Binding Agreement, The individual signing this Agreement for Customer warrants that he/she has been duly authorized to bind Customer to all rights, duties remedies, obligations and responsibilities hereunder and that the Agreement is a valid and binding obligation of Customer. Assignment. This Agreement and the rights, title, and interest herein, may not be assigned or transferred by Customer without the prior written consent of SunGard Public Sector, which consent shall not be unreasonably withheld. SunGard Public Sector ma) assign its rights, title and interest herein to any SunGard Public Sector affiliate or any entity acquiring a majority interest in its assets by providing prior written notice to Customer. An) assignment in violation of this provision is void. Audit, Customer shall, during the Term and any Renewal Tern), and until the expiration of three (3) years after final payment under this Agreement or the fined conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of SunGard Public Sector involving transactions relating to this Agreement at no additional cost to Customer. SunGard Public Sector agrees that Customer shall have access during norm] working hours to all necessary SunGard Public Sector facilities rind shall be provided adequate and 1ppropriate work space in order to conduct audits in compliance with the provisions of this section. Customer will provide SunGlyd Public Sector reasonable advance notice of any intended audits. Successors Bound. The terms and conditions of this Agreement shrill extend and inure to the benefit and be binding on the respective successors and permitted assigns of Customer and SunGard Public Sector. Force 1\Iajeure. Neither party shall be held responsible for failure to fulfill its obligations under this Agreement due to causes beyond its reasonable control. Severability. If any term or provision of this Agreement or the application thereof to any entity, person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to entities, persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each remaining term and provision of this Agreement shall be valid Ind enforceable to the fullest e\tent permitted by law. Notices. Any notice provided for herein shall be in writing and sent by registered or certified mail, postage prepaid, addressed to the party for which it is intended at the address set forth on the first page of the Agreement or to such other address as either SunGard Public Sector Mc, and City of Port North Support Services Agreement Page 3 of 7 Execution Copy 5/19/14 DocuSign Envelope ID: 743B09A1-F1 E4-4971-B168-F8E70CDE572A M&C: party shall from time to time indicate in writing. Any notice given pursuant to this paragraph shall be deemed given when received or five (5) calendar days from the date of the mailing, whichever occurs first. Headings. Numbered topical headings, articles, paragraphs, subparagraphs or titles in this Agreement are inserted for the convenience of organization and reference and are not intended to affect the interpretation or construction of the terms hereof. Non -Hiring Statement. During the term of this Agreement and for a period of twenty-four (24) months after the termination of this Agreement, neither party may offer to hire or in any way employ or compensate any of the employees of the either party or persons Nvho have been employed by either party within the immediate past twenty-four (24) months without prior written consent of either party. Non -waiver. waiver of any breach or default hereunder shall not constitute a continuing waiver or a waiver of any subsequent breach either of the same or of another provision of this Agreement. Entire Agreement, This Agreement and the exhibit attached hereto constitute the entire agreement between the parties with respect to Support Services, and there are no representations, conditions, warranties, or collateral agreements, expressed or implied, statutory or otherwise, with respect to this Agreement other than as contained herein. This Agreement supersedes all previous coinniunications, representations or agreements, either tivritten or oral, between the parties. This Agreement may not be modified or supplemented in any way except by written agreement signed by persons authorized to sign agreements on behalf of Customer and of SunGard Public Sector. Preprinted conditions which vary from the terms and conditions herein, and which are contained in any purchase order or other document submitted hereafter by Customer, are of no force or effect. The parties, each acting with due authority, have executed this Agreement by setting forth their respective signatures: Authorized Signature 4'4 ( Nan A n C.0 c, e 4S S i s 4- ►h • i-u l V ra ri ci c-j r Print Name & Title r u 74€' t Bate ATTES By: City Secre Naive: Title: APPROVED AS TO FORM AND LEGALITY: By: l n ,,- A sistant Ci Attorney s � y Cr; z2> SUNGARD PUBLIC SECTOR INC. DocuSigned by: I ORA'S CettitiettA. `---0240C20A720946k.. Authorized Signature FirS'aiP lowisporu atompli Christian Coleman VP and Controller, SunGard Public S rint Name & Title ' v Ala /�000000000 O it S' O ' 0 kr- fr1 Se' SunGard Public Sector Inc. and City of Fort North Support Services Agreement Execution Copy 5/19/14 • Dhte OFFICIAL RECORDI CITY SECRETARY �' WflRTI'4) d of 7 DocuSign Envelope ID: 743B09A1-F1E4-4971-Bi68-F8E70CDE572A EXHIBIT A NETWORK ACCESS AGREEMENT 1. The Network, The City owns and operates a computing environment and network (collectively the "Network"). Contractoi wishes to access the City's netwoik in order to provide continued software maintenance and support from SunGard Public Sector Inc., for the Water Department's customer information and billing system. In order to provide the necessary support, Contractor needs access to the Utility Billing servers 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing continued software maintenance and support from Sungard Public Sector Inc., for the Water Department's customer information and billing system. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrathe Regulation D-7 (Electronic Communications Resource Use Policy), of which such applic'tble provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein rind are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted) services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. C El Services are being provided in accordance with City Secretary Contract No . Services are being provided in accordance with City of Fort Worth Purchase Order No. . Services are being provided in accordance «ith the Agreement to which this Access Agreement is attached. No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4 1 Contracted services have not been completed. 4 2 Contracted services have not been terminated. 4 3 Prior to accessing the City's Network, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of' completion of services, Conti actor shall provide the City with a current list of officers, agents servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requir ement may result in denial of access to the Network and/or termination of this Network Access Agreement. 5. Network Rest' ictions. Contractor officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Conti actor acknowledges agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance 11r in) this Agreement. A breach by Contractor, its officers, agents servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement and pursue any other remedies that the City may SunGard Public Sector Inc. and City of Port 1Porlh Support Services Agreement Page 5 of 7 Execution Copy 5/19/14 Docusign Envelope ID: 743809A1-FIE4-4971.8168-F8E70CDE572A have under this Agreement or at law or in equity. 5.1 Notice to Contractor Personnel — For purposes of this section, Contractor Personnel shall include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) Contractor shall be responsible for any City -owned equipment assigned to Contractor Personnel, and will immediately report the loss or theft of such equipment to the City (b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally - owned computer equipment to the City's Network (c) Contractor Personnel shall protect City -issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network (d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resouices as described in the City 's Administrative Regulation D7 (e) Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information, however, to the extent allowed under applicable state laws and regulations, Contractor retains title to computer programs and related information developed by Contractor or City if such programs are derivative works of the software products licensed for use by Contractor, (1) Contractor Personnel shall not copy or duplicate electronic information for use on any non - City computer except as necessary to pro\ ide sei vices pursuant to this Agreement (g) All network activity may be monitored for any reason deemed necessary by the City (h) A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 6. Termination. In addition to the other tights of termination set forth herein, the City may terminate this Network Access Agreement at any time and for any reason with or without notice, and without penalty to the Cit) . Upon termination of this Network Access Agreement, Contractoi agrees to remove entirely any client of communications softvaie provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted secul ity practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use Conti actor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compiomise the integrity of the City's Network including but not limited to, theft of Contractor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, emplo}ees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. SunGard Public Sector Inc. and City of Port Worth Support Services Agreement Page 6 of 7 Execution Copy 5/19/14 DocuSign Envelope ID: 743B09A1-F1E4-4971-B168-F8E70CDE572A ACCEPTED AND AGREED: CIT • + + W RT WORTH: Fernando Costa Assistant City Mana e Date: . APPRO i + D AS TO FORM AND LEGALITY: By: Assistant`+ity Attorney M & C: Y; 4 ys_ none reatiired SUNGARD PUBLIC SE DocuSigned by: By: rtt.l�St,ttUt A, aQc-eL-.4. OR INC. IhTEpC20A72084BA... Christian Coleman Title: Date: ATTEST: By: Name: Title: SunGard Public Sector Inc. and City of Fort Worth Support Services Agreement Execution Copy 5/19/14 vr ana controller, SunGard Public Sector Inc c-ch A (pi G-- .P or, Cc9njrpc/$ OFFICIAL AECORn CET SECRETARY Ft WORTH, TX Page 7 of 7 5/23/2014 M&C Review OUNCIL GEN A COUNCIL ACTION: Approved on 1/7/2014 FORT WORTI1 DATE 1/7/2014 REFERENCE NO.: **C-26623 LOG NAME• 60SUNGARD PS CODE C TYPE CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Execution of a Sole Source Agreement with SunGard Public Sector, Inc., for Continued Software Maintenance and Support for the Water Department's Customer Information and Billing System for an Annual Amount Up to $105,070.65 (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Sole Source Agreement with SunGard Public Sector Inc., for continued software maintenance and support for the Water Department's customer information and billing system for an annual amount up to $105,070.65. DISCUSSION: On September 30, 2003 (M&C P-9864), December 20, 2005 (M&C C-21214), and again on October 13, 2009 (M&C C-23849) the City Council approved the purchase of continued software maintenance and support for the customer information and billing system. Continuance of this Agreement allows the Water Department's customer information and billing system to support the collection of revenues for water, sewer recycling, solid waste, environmental protection services and storm water, as well as voluntary contributions. Recent enhancements have provided customers with paperless billing, email notification of their bill, and the ability to make recurring credit card payments If all options are exercised under this Agreement, Staff anticipates spending approximately $105,070.65 annually for these services over the next four years. SunGard Public Sector Inc., is the documented sole source vendor for these services. ADMINISTRATIVE AMENDMENT - An increase or administrative amendment for this Agreement may be made by the City Manager, or his designee, for an amount up to $50,000.00 and does not require specific City Council approval so long as sufficient funds have been appropriated. M/WBE Office - A waiver of the goal for M/WBE subcontracting requirements was requested by the Water Department and approved by the M/WBE Office because the purchase of goods or services is from a documented sole source provider. TERM - This Agreement shall begin on October 1, 2013 and end on September 30, 2014. RENEWAL OPTIONS - This Agreement may be renewed for up to three additional one-year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION/CERTIFICATION The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Water and Sewer Operating Fund. http://apps.cfwnet.org/counciIpacI t/mc_review.asp?ID=19307&counci(date=1/7/2014 1/2 5/23/2014 M&C Re\iew TO Fund/Account/Centers FROM Fund/Account/Centers PE45 537100 0604012 $52.535.32 PE45 537100 0704012 $52.535.33 Submitted for City Manager's Office bv: Fernando Costa (6122) Originating Department Head: S. Frank Crumb (8207) Additional Information Contact: Charmaine Salone (6629) ATTACHMENTS http://apps.cfwnet.org/council_packet/mc jevi ew. as p?I D = 19307&counc i I date= 1/7/2014 2/2